Approximately 22% of substance users suffer from major depression, which is associated with higher rates of substance abuse treatment dropout, relapse to substance use, and HIV risk behavior. Further, in inner-city areas such as DC, rates of substance use and depression disproportionately affect ethnic minorities, as well as those living in poverty. Despite this link, few interventions targeting depression have been developed to meet the specific needs of depressed substance users. One approach that may be especially appropriate in this regard is behavioral activation (BA), which aims to increase individuals engagement in pleasant events, thereby increasing contact with positive reinforcement and decreasing the frequency of aversive events. BA has been shown to be efficacious in the treatment of depression, and this uncomplicated and straightforward approach may be especially appropriate for the specific needs of an inner city low income substance abusing sample. Further, BA compliments standard substance abuse treatment in several key practical and theoretical ways as it is more easily adopted by staff in these settings, more time efficient (e.g., fewer and shorter sessions, group format), more easily understood by patients who suffer from cognitive limitations due to low education level and chronic drug use, and can incorporate aspects of sobriety into its treatment components. In an initial Stage 1 development project, a version of BA, the Life Enhancement Treatment for Substance Use (LETS ACT), was developed and specifically tailored for inner-city low income minority substance users with elevated depressive symptoms. Published in the Journal of Clinical Psychiatry, Daughters et al. (2008) demonstrated that LETS ACT led to a significantly greater reduction in self-reported depressive symptoms and a significant increase in enjoyment and reward value of activities as compared to the TAU control group. While preliminary findings prove promising, many questions remain unanswered and several extensions of this work are necessary, including an assessment of post treatment substance use and HIV risk behavior, a contact-matched control, and a larger sample size to allow for more complex analyses of the mechanisms underlying these outcomes. Thus, the objective of the present proposal is to follow-up on our previous Stage 1 treatment development efforts and small scale randomized control trial (RCT) with a fully-powered Stage 2 RCT comparing LETS ACT to nondirective therapy (NDT) among a sample of 243 low income depressed substance users currently receiving residential substance abuse treatment in inner-city Washington, DC.